CONSULTINGAGREEMENT

 

This Agreement isentered into this 15th day of July 2003 by and between Naturol, Inc., a Nevadacorporation ("Company"), and James R. Ladd, an individual whoseprincipal office is at 201 E. Elizabeth Street, Elizabeth City, NC 27909("Consultant").

 

WHEREAS, Consultant hasexpertise in the areas of environmental remediation, waste treatment andcorporate development; and

 

WHEREAS, Companydesires to develop new options for commercializing its drinking water andwastewater technologies; and

 

WHEREAS, Companydesires to have Consultant assist in identifying opportunities and options forcommercializing the Company's products and services; and

 

NOW, THEREFORE, IT ISAGREED AS FOLLOWS:

 

1 Section . Obligationsof Consultant. Consultant agrees to the following:

 

1.1 To identifypossible markets for the Company's products and services.

1.2 To make initialcontacts with potential users of the Company's products and services.

1.3 To advise theCompany of potential strategies for marketing its products and services.

 

2 Section . Term.Unless earlier terminated pursuant to Section 11 herein, the term of thisAgreement is for a period of sixty days.

 

3 Section . Obligationof Company. Company agrees to the following:

 

3.1 To pay Consultantthe sum of $5,200 for services rendered pursuant to this Agreement. Said amountshall be payable within 30 days of invoice by the Consultant.

3.2 To pay up to $500for travel and expenses incurred in the performance of this Agreement.

 

4 Section . IndependentStatus. This Agreement shall not in any manner be construed to be apartnership agreement or a joint venture between the parties and the partieshereto expressly agree that this Agreement merely establishes a consultingrelationship.

 

5 Section . Remediesand Limitation on Remedies. In the event of a default by either party, thenon-defaulting party shall be limited to the following remedies:

 

5.1 In the event of adefault by Consultant, Company's remedies shall be limited to the following:

In the event of anydefault by Consultant, and after Company shall have provided Consultant withwritten notice of such default and shall have given Consultant a period of notless than 20 days to cure said default, Company, at its option, shall beentitled to rescind this Agreement and to receive the return of a sum not toexceed all sums previously paid to Consultant.

 

 

5.2 In the event of adefault by Company, Consultant's remedies shall be limited to the following:

In the event thatCompany fails to make any payment when due, and after Consultant shall haveprovided Company with written notice of such default and shall have givenCompany a period of not less than 20 days to cure said default, Consultant, atits discretion, may rescind this Agreement, including but not limited to alllicenses granted herein, and may file suit against Company for the reasonablevalue of its services and materials provided to Company to date, such sum not toexceed the sum which would otherwise have been due Consultant pursuant to thisAgreement.

 

5.3 No party shall haveany other remedies against the other party, except those specifically set forthherein.

 

6 Section . Notices.Any notices permitted or required under this Agreement shall be deemed givenupon the date of personal delivery or 48 hours after deposit in the UnitedStates mail, postage fully prepaid, addressed to the Consultant as follows:

 

James R. Ladd

201 E. Elizabeth Street

Elizabeth City, NC27909

 

addressed to theCompany at:

 

Naturol, Inc.

6265 Stevenson Way

Las Vegas, Nevada 89120

 

or any other address asany party may, from time to time, designate by notice given in compliance withthis section.

 

7. Section . Arbitration.If at any time during the term of this Agreement any dispute, difference, ordisagreement shall arise upon or in respect of the Agreement, and the meaningand construction hereof, every such dispute, difference, and disagreement shallbe referred to a single arbiter agreed upon by the parties, or if no singlearbiter can be agreed upon, an arbiter or arbiters shall be selected inaccordance with the rules of the American Arbitration Association and suchdispute, difference, or disagreement shall be settled by arbitration inaccordance with the then prevailing commercial rules of the American ArbitrationAssociation, and judgment upon the award rendered by the arbiter may be enteredin any court having jurisdiction thereof.

 

8. Section . LawGoverning. This Agreement shall be governed by and construed in accordancewith the laws of the State of Nevada, the United States of America.

 

 

9. Section . Computationof Time. In computing any period of time pursuant to this Agreement, the dayof the act, event or default from which the designated period of time begins torun shall be included, unless it is a Saturday, Sunday or a legal holiday, inwhich event the period shall begin to run on the next day which is not aSaturday, Sunday or legal holiday, in which event the period shall run until theend of the next day thereafter which is not a Saturday, Sunday or legal holiday.

 

10. Section . Titlesand Captions. All section titles or captions contained in this Agreement arefor convenience only and shall not be deemed part of the context nor affect theinterpretation of this Agreement.

 

11. Section . Pronounsand Plurals. All pronouns and any variations thereof shall be deemed torefer to the masculine, feminine, neuter, singular or plural as the identity ofthe person or persons may require.

 

12. Section . EntireAgreement. This Agreement contains the entire understanding between andamong the parties and supersedes any prior understandings and agreements amongthem respecting the subject matter of this Agreement.

 

13. Section . AgreementBinding. This Agreement shall be binding upon the heirs, executors,administrators, successors and assigns of the parties hereto.

 

14. Section . Amendment.This Agreement may be amended only by the written agreement by the partieshereto.

 

15. Section . Presumption.This Agreement or any section thereof shall not be construed against any partydue to the fact that said Agreement or any section thereof was drafted by saidparty.

 

16. Section . FurtherAction. The parties hereto shall execute and deliver all documents, provideall information and take or forbear from all such action as may be necessary orappropriate to achieve the purposes of the Agreement.

 

17. Section . Counterparts.This Agreement may be executed in several counterparts and all so executed shallconstitute one Agreement, binding on all the parties hereto even though all theparties are not signatories to the original or the same counterpart.

 

18. Section . Partiesin Interest. Nothing herein shall be construed to be to the benefit of anythird party, nor is it intended that any provision shall be for the benefit ofany third party.

 

 

19. Section . SavingsClause. If any provision of this Agreement, or the application of suchprovision to any person or circumstance, shall be held invalid, the remainder ofthis Agreement, or the application of such provision to persons or circumstancesother than those as to which it is held invalid, shall not be affected thereby.

 

This Agreement ishereby affirmed by the Parties as of the date first cited above.

 

 

Naturol,Inc.                                                                   James R. Ladd

 

 

by:/S/Bradley Grieco                                                     by:/S/JamesLadd                           

Bradley Grieco,President and CEO